Articles of association

Business code: 0680006-8

§1 Company name and registered place of business

The name of the company is Nokian Renkaat Oyj; in English, Nokian Tyres plc. Its registered place of business is Nokia.

§2 Line of business of the company

The company operates in the manufacture and sales of tyres and other related business.

§3 Book-entry system

The shares of the company are included in the book-entry system.

§4 Board of Directors

The company’s administration and proper organisation of operations shall be the responsibility of the Board of Directors, consisting of a minimum of three and a maximum of eight members, in accordance with the decision made by the General Meeting of the Shareholders.

The term of office of the members of the Board of Directors ends at the closing of the first Annual General Meeting following the election.

The Board of Directors shall elect a Chairman from among its members until the closing of the next Annual General Meeting.

§5 Managing Director

The company has a Managing Director, who is elected by the Board of Directors.

§6 Representing the company

The Managing Director and the Chairman of the Board of Directors, each separately, and two members of the Board of Directors together, shall represent the company.

§7 Holders of procuration

The Board of Directors decides on the granting of procurations.

§8 Auditor

The company shall have one auditor, which must be an authorised public accountant firm approved by the Central Chamber of Commerce. The auditor’s term of office terminates at the end of the first Annual General Meeting following their election.

§9 Notice of meeting

The invitation to Annual General Meeting must be published, in accordance with the Board of Directors’ decision, on the company’s website and in one national and one Tampere region daily newspaper, no earlier than three months before the record date referred to in Chapter 4, section 2, subsection 2 of the Finnish Companies Act and no later than three weeks before the Annual General Meeting. The invitation must, however, be delivered no later than nine days before the record date of the Meeting.

§10 Right to vote and registration for the General Meeting of the Shareholders

A shareholder wishing to attend the Annual General Meeting must register with the company no later than on the date mentioned in the notice of the meeting, which may be ten days before the meeting at the earliest. The method of voting shall be determined by the Chairman of the Annual General Meeting.

§11 Annual General Meeting

The Annual General Meeting shall be held annually on a day fixed by the Board of Directors, by the end of May. The Meeting shall be held either at the company’s registered place of business or in either the city of Tampere or Helsinki, as decided by the Board of Directors.

The Annual General Meeting shall review:

1. the Financial Statements consisting of the Profit and Loss Account, Balance Sheet and Annual Report;
2. the Auditor’s report;
shall resolve:
3. the Consolidation of the Profit and Loss Account and Balance Sheet;
4. the disposal of profit shown in the balance sheet;
5. granting discharge from personal liability to the members of the Board of Directors and the Managing Director;
6. the remuneration payable to the members of the Board of Directors and the Auditors;
7. the number of members on the Board of Directors;
shall elect:
8. the members of the Board of Directors;
9. an Auditor.

§12 Final accounts

The company’s accounts are closed by the calendar year.

The Financial Statements and the Report by the Board of Directors, as well as all other documents explaining the company's operations, shall be submitted by the end of March to the Auditor, who shall give an Auditor’s Report to the Board of Directors before the 15th of April.